The long term goal of this project is to identify practical mechanisms to improve the health of African American women. The primary hypothesis of this study is that women who receive a community-based intervention comprised of physical activity and nutritional guidance via telephone counseling will have improved measures of health compared to women who receive a control intervention in which the community-based intervention is absent. The specific aim of this research is to test a physical activity and nutrition telephone counseling (PAN-TEC) intervention in 360 urban sedentary African American women. The goal of the PAN-TEC intervention is to increase walking, fruit and vegetable consumption, and to lower fat intake. Significantly fewer African American adults engage in physical activity or healthy eating behaviors than other ethnic/racial groups. According to Healthy People 2010, up to 67% of AA women are sedentary, and few follow the 5-a-day recommendations for fruits and vegetables. The PAN-TEC intervention is designed for easy use by health care providers who frequently counsel women in their practice settings. Walking and increased fruit and vegetable intake may reduce the risk of coronary heart disease through its effects on the cardiovascular system by increasing VO2 max and decreasing body mass index and percent body fat. In addition, physical activity improves mood states by reducing symptoms of anxiety, relieving mild depression, and improving self-esteem. Proximal behavioral outcomes for this study are walking, healthy eating, and decreased fat intake. Specific health measures include increases in VO2 max and high density lipoproteins, and decreases in percent body fat, BMI, total cholesterol, low density lipoproteins, glucose, and blood pressure and increases in psychological health (mood). Biomarkers of inflammation (CRP), fruit and vegetable intake (carotenoids) and appetite suppression (leptin) will also be studied. A 2-group randomized clinical trial will be conducted. African American women, varying in age from 18 to 60 years, will be randomly assigned to PAN-TEC or Control Conditions. The active or control intervention will be for six months, and outcomes will be measured at 6 12, and 18 months. Participants in the PAN-TEC intervention will be counseled to walk for 210 minutes/week, spread over 6 or more occasions, eat 4 fruits and 5 vegetables a day, 7 days a week, and decrease their fat intake. It is hypothesized that women who complete the intervention will increase walking, increase fruit and vegetable consumption, and decrease fat intake at 6, 12, and 18-month follow-up, and will have improved health measures that are sustained even after the formal intervention has been completed.